6th Jun 2016 16:00
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Harwood Capital LLP ("Harwood Capital") on behalf of funds managed and/or advised by Harwood Capital and Continental Investment Partners SA ("Continental") on behalf of funds advised by Continental (together, the "Joint Offerors") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | The Harwood Funds and the Continental Investors, as defined in section 3 below |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Source BioScience PLC ("Source BioScience") |
(d) Is the discloser the offeror or the offeree? | Offeror |
(e) Date position held: The latest practicable date prior to the disclosure | 3 June 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | No |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares of 2 pence each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | - | - | - | - |
(2) Cash-settled derivatives:
| - | - | - | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | - | - | - | - |
TOTAL: | - | - | - | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||||||||||||||||
The Joint Offerors, being private investment management firms, are deemed to be acting in concert with North Atlantic Smaller Companies Investment Trust Plc ("NASCIT"), and Oryx International Growth Fund Limited ("Oryx") for which Harwood Capital acts as investment adviser and manager respectively (together, the "Harwood Funds"). The Harwood Funds currently hold, in aggregate, 82,500,000 ordinary shares in Source BioScience, representing approximately 23.62 per cent. of the existing issued share capital of Source BioScience, as set out below:
The Joint Offerors are also deemed to be acting in concert with Spartan Fund Ltd. (SAC) ("Spartan") and Ottotto Srl ("Ottotto") for which Continental acts as investment adviser (together, the "Continental Investors"). The Continental Investors currently hold, in aggregate, 25,457,490 ordinary shares in Source BioScience, representing approximately 7.29 per cent. of the existing issued share capital of Source BioScience, as set out below:
Together, the Harwood Funds and the Continental Investors hold, in aggregate, 107,957,490 ordinary shares in Source BioScience, representing approximately 30.91 per cent. of the existing issued share capital of Source BioScience.
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 6 June 2016 |
| Contact name: | Watkin Samuel |
| Telephone number: | 020 7640 3200 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
SBS.L